CONTRACTS WITH DIRECTORS

As provided for in Corporations Code §310, contracts between an association and a director, or between the association and any other entity in which a director has a material financial interest, are either void or voidable unless:

1. The material facts as to the transaction and the director's interest are fully disclosed or known to the membership and such contract or transaction is approved by the members, with the interested director abstaining from voting, or

2. The material facts as to the transaction and the director's interest are fully disclosed or known to the board or committee, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient without counting the vote of the interested director or directors and the contract or transaction is just and reasonable as to the corporation at the time it is authorized, approved or ratified.